Gallagher Cindy 4

What Happened
Cindy Gallagher, Chief Administrative Officer of USA TODAY Co. (TDAY), had 6,319 shares withheld to cover tax withholding obligations when restricted stock units (RSUs) vested. The shares were valued at $6.70 each for a total of $42,337 and the disposition is reported as a tax-withholding transaction (code F), not an open-market sale.

Key Details

• Transaction date: 2026-03-24; Filing date (Form 4): 2026-03-25.
• Disposition: 6,319 shares withheld / disposed at $6.70 per share; total value ≈ $42,337.
• Transaction code: F — shares withheld to cover tax withholding on RSU vesting.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1 = shares withheld for tax; F2 = each RSU = right to one common share; F3/F4 = vesting schedule (one‑third vested Aug 6, 2025; remaining thirds vest on subsequent anniversaries of Aug 5, 2025).
• Timeliness: Filing was submitted one day after the transaction (appears timely).

Context
This was a routine tax-withholding disposition tied to RSU vesting — common when vested shares are used to satisfy tax obligations. Such transactions are not the same as a voluntary open-market sale and do not necessarily indicate a change in the insider’s view of the company.